technest_8k-ex0401.htm


    
      

    

    Exhibit 4.5

     

     

    ROSS
MILLER 

    Secretary
of State

    204
North Carson Street, Suite 1

    Carson
City, Nevada 89701-4520

    (775) 684-5708

    Website: www.nvsos.gov

     

    
      	
              Amendment
      to

              Certificate
      of Designation

              After
      Issuance of Class or Series

              (PURSUANT
      TO NRS 78.1955)

            	

            


    

     

    
      
        	USE BLACK INK ONLY - DO NOT
      HIGHLIGHT	ABOVE SPACE IS FOR OFFICE
      USE ONLY


      

       

      Certificate of Amendment to
Certificate of Designation

      For Nevada Profit
Corporations

      (Pursuant
to NRS 78.1955 - After Issuance of Class or Series)

       

      1. Name
of corporation:

    

     

    TECHNEST
HOLDINGS, INC.

     

    2. Stockholder
approval pursuant to statute has been obtained.

     

    3. The
class or series of stock being amended:.

     

    SERIES C
PREFERRED

     

    4. By
a resolution adopted by the board of directors, the certificate of
designation is being amended as follows or the new class or series
is:

     

    Sections (2)(a) and (b) of that
Certificate,
of Designation filed
with the Nevada Secretary of State on February 14, 2005, is hereby amended to
read in their entirety as follows:

    
       

      (a)
CONVERSION RIGHT. Subject to the availability of sufficient authorized shares of
Common Stock for issuing at conversion, each share of Series C Preferred Stock
(a “Series C Preferred
Share”) shall
be convertible, at the option of the Holder thereof at the office of the Company
or any transfer agent for the Series C Preferred Stock, into such number of
fully paid and nonassessable shares of the Company's common stock, $.001 par
value per share (“Common Stock”), rounded
(Continued on attached page)

    

     

    5. Effective
date of filing: (optional)

     

    (must not be
later than 90 days after the certificate is
filed)

     

    6. Signature:
(required)

     

    /s/ Gino M. Pereira         

    Signature
of Officer

    
    

     

    Filing
Fee: $175.00

    
       

      IMPORTANT: Failure
to include any of the above information and submit with the proper fees may
cause this filing to be rejected.

    

     

    
    

     

    
      	This form must be accompanied by appropriate
      fees.	
              Nevada
      Secretary of State NRS Amend Designation - After

              Revised: 3-5-09 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        ATTACHMENT
TO AMENDMENT TO CERTIFICATE OF DESIGNATION AFTER ISSUANCE OF CLASS OR SERIES OF
TECHNEST HOLDINGS, INC.

        (SERIES C
PREFERRED STOCK)

         

        (Continued
from first page)

         

        downward
to the nearest whole share in accordance with Section 2(e) below, and as is
determined by dividing $2.175 by the Series C Conversion Price (as defined
below) in effect at the time of conversion. The “Series C Conversion
Price”
shall initially be equal to $.0102993. Such initial Series C Conversion Price,
and the rate at which shares of Series C Preferred Stock may be converted into
shares of Common Stock, shall be subject to adjustment as provided
below.

         

        (b)
[RESERVED]